Corporate Governance

Our commitment to value-oriented corporate management

The Executive Board and the Supervisory Board of OVB Holding AG are strongly committed to company management geared towards adding value. We welcome and stand by the standards created by virtue of the German Corporate Governance Code ("GCGC") relating to the management and supervision of listed companies. These standards enhance the transparency and efficiency of company management and instil confidence in international and national investors, clients, financial advisors and employees, and the general public.

The Executive Board and the Supervisory Board alike, ensure that OVB monitors its own Corporate Governance structures throughout the group on a regular basis, developing and refining them continually.

For general information concerning the Corporate Governance Code please visit the website of the Government Commission on the German Corporate Governance Code (www.corporate-governance-code.de

Corporate Governance im Überblick

Audit Committee

The Audit Committee was set up effective as of December 8, 2006. Apart from monitoring the financial accounting process, the Audit Committee concerned itself primarily with the effectiveness of the internal control system, the risk management system and the internal auditing system, the audit of financial statements and the compliance management system. Since 2009 the interim financial reports will be discussed with the Management Board by the Audit Committee prior to publication.

Members

Dr. Thomas A. Lange (Chairman)
Michael Johnigk
Maximilian Beck
Markus Jost

Nomination and Remuneration Committee

The Nomination and Remuneration was set up effective as of July 8, 2010. with the purpose of suggesting suitable candidates for the Supervisory Board’s election proposals to the Annual General Meeting and dealing with the composition of the Executive Board and questions of its members’ remuneration.

Members

Markus Jost  (Chairman)
Michael Johnigk

Managers’ transactions*

Obligations of notification and public disclosure of managers’ transactions in financial instruments according to Section 19 para. 1 of Regulation (EU) No. 596/2014 on Market Abuse (MAR)

The members of the Board of Executive Directors and Supervisory Board of OVB Holding AG, as well as persons closely associated with them, shall notify OVB Holding AG and the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) of transactions in financial instruments of OVB Holding AG (such as shares or bonds).

The obligation to notify starts as of the date when the aggregate transactions volume within a calendar year reaches the threshold of €5,000. There is no obligation to notify transactions undertaken before the crossing of the threshold. The aggregate transactions volume is calculated separately for each person subject to the obligation of notification.

Relevant transactions have to be notified within three (3) business days of the transaction.

Closed periods: 30 calendar days before public disclosure of a quarterly report on the first or third quarter, half-year financial report or annual report of OVB Holding AG.

* until 3 July 2016: Direcors' Dealings pursuant to § 15a WpHG (German Securities Trading Act)

Date of
transaction
Name/reason for 
the disclosure
requirement/
position 
Type of the transaction
(purchase/sale)/description of 
the financial instrument and
ISIN/place (stock exchange)
Number of items/ 
price per item/
currency/total
amount traded
02/12/2009 Jürgen Kotulla
Chief Executive
Manager
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
15,000
Euro 43.00
Euro 645,000.00
02/13/2009 Michael Frahnert
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
5,000
Euro 46.80
Euro 234,000.00
02/16/2009 Michael Frahnert
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
5,000
Euro 47.00
Euro 235,000.00
02/16/2009 Oskar Heitz
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
2,000
Euro 46.00
Euro 92,000.00
02/16/2009 Oskar Heitz
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
5,000
Euro 45.50
Euro 227,500.00
02/16/2009 Oskar Heitz
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
295
Euro 45.40
Euro 13,393.00
02/16/2009 Oskar Heitz
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
1,000
Euro 45.60
Euro 45,600.00
02/16/2009 Oskar Heitz
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
1,933
Euro 45.1
Euro 88,164.13
02/16/2009 Oskar Heitz
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
190
Euro 45.77
Euro 8,696.30
02/16/2009 Oskar Heitz
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
1,000
Euro 45.85
Euro 45,850.00
02/16/2009 Oskar Heitz
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
80
Euro 45.90
Euro 3,672.00
02/16/2009 Oskar Heitz
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
502
Euro 45.30
Euro 22,740.60
05/14/2009 Michael Frahnert
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
500
Euro 39.70
Euro 19,850.00
05/15/2009 Michael Frahnert
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
500
Euro 39.50
Euro 19,750.00
05/15/2009 Michael Frahnert
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
500
Euro 39.70
Euro 19,850.00
05/182009 Michael Frahnert
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
500
Euro 39.70
Euro 19,850.00
05/18/2009 Michael Frahnert
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
500
Euro 39.90
Euro 19,950.00
05/18/2009 Michael Frahnert
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
1,500
Euro 40.00
Euro 60,000.00
05/19/2009 Michael Frahnert
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
500
Euro 40.10
Euro 20,050.00
05/19/2009 Michael Frahnert
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
14,000
Euro 40.00
Euro 560,000.00
05/20/2009 Michael Frahnert
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
3,000
Euro 40.00
Euro 120,000.00
05/28/2009 Oskar Heitz
Executive Board
sale
OVB common share
DE0006286560
Frankfurt (Xetra)
290
Euro 39.00
Euro 11,310.00
 

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